Single Purpose Entity Status Clause Samples

Single Purpose Entity Status. Concurrently with the annual financial statements required to be furnished pursuant to Section 8.3.3 [Indebtedness] in respect of each fiscal year, a written report substantially in the format of Exhibit 8.3.11 hereto, signed by the Secretary and a Senior Financial Officer of the Borrower, discussing the actions taken by the Borrower and its Subsidiaries during such fiscal year in order to assure compliance with Section 8.

Single Purpose Entity Status. The Borrower shall not: (1) engage in any business or activity other than the ownership and operation of the Property; (2) acquire or own any material assets other than the Property or leases affecting the Property, and such incidental personal property as may be necessary for the operation of the Property; (3) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Lender, materially amend, modify, terminate or fail to comply with the provisions of its organizational documents as same may be further amended or supplemented; (4) comingle its assets with the assets of any of its members, constituents, principals or affiliated entities, except that revenue for the Property may be deposited in trust into the Manager’s custodial account provided it maintains books and records sufficient to segregate such deposits from other funds of Manager; (5) fail to maintain its records, books of account and Lender accounts separate and apart from those of the members, constituents, principals and affiliated entities; and (6) make any loans or advances to any third party, including any member, constituent, principal or affiliate of it, or of any other entity or individual.

Single Purpose Entity Status. 4.14.1 Borrower was organized solely for the purpose of acquiring and owning the Loma▇ ▇▇▇n and does not, and will not, own any material asset or property other than its interest in and to the Collateral. 4.14.2 Borrower has not engaged, and will not engage, in any business other than the acquisition of the Loma▇ ▇▇▇n and the ownership of the Collateral. 4.14.3 Borrower has not entered into any contract, agreement or other transaction with any Affiliated Person, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any such Person. 4.14.4 Borrower has not incurred, and will not incur, any Indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) except as expressly permitted under this Agreement. No Indebtedness, other than the Obligations, may be secured by any of the Collateral. 4.14.5 Borrower has not made any loans or advances to any other Person (including any Affiliated Person), nor has Borrower acquired obligations or securities of any Affiliated Person. 4.14.6 Borrower is solvent and has paid its debts and liabilities from its own assets. Without the unanimous consent of all members of the Board of Directors of Borrower, Borrower has not and will not: (a) file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or seek any relief under laws relating to relief from debt or the protection of debtors generally; (b) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or similar official for Borrower or all or any portion of Borrower's assets; (

Single Purpose Entity Status. Concurrently with the annual financial statements required to be furnished pursuant to Section 7.1(c) in respect of each fiscal year, a written report substantially in the format of Exhibit 7.1(l) hereto, signed by the Secretary and a Senior Financial Officer of the Company, discussing the actions taken by the Company and its Subsidiaries during such fiscal year in order to assure compliance with Section 9.1(p), setting forth, with respect to each of subdivisions (i) through (xvii) of such Section, that its and their businesses, affairs, books and records have been conducted and maintained during such fiscal year in compliance with the separate covenants, agreements, terms and conditions set forth in each such subdivision, and, in the event of any failure to have complied with any such covenant, agreement, term or condition, specifying in reasonable detail the controls imposed or other actions taken or to be taken by the Company with respect thereto.

Single Purpose Entity Status. None of the representations set forth in Section 4.1.29 of the Loan Agreement are untrue or incorrect in any material respect.

Single Purpose Entity Status. The Transfer will not affect any of the REIT Borrower Parties status as a Special Purpose Entity or cause any of the representations set forth in Section 4.1.29 of the Loan Agreement to be untrue or incorrect in any material respect.